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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 19, 2026
Date of Report (Date of earliest event reported)
UY SCUTI ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands |
|
001-42577 |
|
N/A |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
39 E. Broadway, Suite 603
New York, New York 10002
(Address of Principal Executive Offices, and
Zip Code)
(412) 947-0514
Registrant’s Telephone Number, Including
Area Code
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, $0.0001 par value, and one right |
|
UYSCU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
UYSC |
|
The Nasdaq Stock Market LLC |
| Rights to receive one-fifth (1/5th) of one Ordinary Share |
|
UYSCR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events.
Adjournment of Extraordinary General Meeting
On March 2, 2026, UY Scuti Acquisition Corp. (the
“Company”) filed a definitive proxy statement for an extraordinary general meeting (the “Extraordinary General Meeting”)
of its shareholders originally scheduled to be held at 10:00 a.m. Eastern Time on March 19, 2026. On March 19, 2026, the Company,
without conducting any business, adjourned the Extraordinary General Meeting in order to allow additional time for the Company to solicit
proxies with respect to the proposals set forth in the notice of the Extraordinary General Meeting and the accompanying proxy statement.
The Extraordinary
General Meeting has been adjourned to Wednesday, March 25, 2026 at 11:00 a.m. Eastern Time and will continue to be held physically
at the offices of Becker and Poliakoff, P.A., 45 Broadway, 17th Floor, New York, NY, 10006. Accordingly, the deadline for the Company’s
shareholders to exercise their right to redeem their ordinary shares for their pro rata portion of the funds available in the Company’s
trust account has been extended to March 23, 2026.
Only shareholders
of record, as of the record date, February 19, 2026 (the “Record Date”), are entitled to vote at the Extraordinary General
Meeting, either in person or by proxy. Proxies previously submitted in respect of the Extraordinary General Meeting will be voted at the
adjourned Extraordinary General Meeting unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted
need not take any further action.
Amendment and Supplement to the Definitive
Proxy Statement
At the Extraordinary General Meeting, the Company
has proposed, among other matters, to (i) amend its Second Amended and Restated Memorandum and Articles of Association (the “Existing
Charter”) to permit the Company to elect to extend the period of time within which it must consummate a business combination up
to four (4) times, each by an additional three-month extension (each an “Extension Period”), for a total of up to 12 months
until April 1, 2027 (such proposal, the “Charter Amendment Proposal”) and (ii) amend the Investment Management Trust Agreement
dated March 31, 2025 between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”) to revise
the amount required to be contributed into the trust account established pursuant to the Trust Agreement in connection with an extension
of the time period within which to complete a business combination (the “Trust Amendment Proposal”).
In connection with the Charter Amendment Proposal
and Trust Amendment Proposal, the Company has revised the terms and conditions as described in the definitive proxy statement, as follows:
| ● | If the Charter Amendment Proposal and Trust Amendment Proposal
are approved, for each Extension Period, the Sponsor and/or its designees shall deposit the lesser of (i) $240,000 for all remaining
Public Shares and (ii) $0.10 for each remaining Public Share into the trust account established under the Trust Agreement for each Extension
Period (the “Extension Fee”), as applicable. |
Accordingly,
the Company has determined to amend and supplement the Definitive Proxy Statement as described in this current report on Form 8-K (the
“Current Report”).
The Company’s shareholders who have questions
regarding the revised terms, the Extraordinary General Meeting, or would like to request documents may contact the Company’s proxy
solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.
In connection with the revised contribution to
the trust account and terms and conditions of the Charter Amendment Proposal and the Trust Amendment Proposal, the proposed amendment
to the Trust Agreement annexed to the Definitive Proxy Statement is revised as set forth at Exhibit 10.1 to this Current Report on Form
8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE
PROXY STATEMENT
The following
disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained
in the Company’s definitive proxy statement, including any amendments or supplements thereto (the “Definitive Proxy Statement”),
filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2026, which in turn should be read in its entirety.
To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information
set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive
Proxy Statement remains unchanged.
As provided
in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Charter Amendment Proposal
and the Trust Amendment Proposal. The purpose of the supplemental disclosures is to provide information about the revised contribution
to the trust account and terms and conditions in connection with the Charter Amendment Proposal and the Trust Amendment Proposal.
Terms used
herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Revised Contribution to Trust Account
and Terms and Conditions
On March 19, 2026, the Company announced the revised
contribution to the trust account and terms and conditions in connection with the Charter Amendment Proposal and the Trust Amendment Proposal
as follows:
| ● | If the Charter Amendment Proposal and Trust Amendment Proposal
are approved, for each Extension Period, the Sponsor and/or its designees shall deposit the lesser of (i) $240,000 for all remaining
Public Shares and (ii) $0.10 for each remaining Public Share into the trust account established under the Trust Agreement for each Extension
Period. as applicable. |
In connection with the revised contribution to
the trust account and terms and conditions of the Charter Amendment Proposal and the Trust Amendment Proposal, the proposed amendment
to the Trust Agreement annexed to the Definitive Proxy Statement is revised as set forth at Exhibit 10.1 to this Current Report on Form
8-K.
Further, in connection with the revised terms
to the Trust Amendment Proposal, the full text of the resolution to be voted upon, as revised above, is as follows:
“It is resolved that
UYSC’s investment management trust agreement, dated as of March 31, 2025 (the “Trust Agreement”), by and between the
Company and Continental Stock Transfer & Trust Company (the “Trustee”) be amended to allow the Company to extend the period
of time within which it must complete a business combination from two times, each by an additional three-month period to October 1, 2026
(subject to the deposit of $575,000 into the Trust Account for each three-month extension period), to a total of four times, each by an
additional three-month period (each an “Extension Period”), or April 1, 2027, provided that the Sponsor and/or its designees
deposit the lesser of (i) $240,000 for all remaining Public Shares and (ii) $0.10 for each remaining Public Share into the Trust Account
established for each Extension Period (such payment being the “Extension Fee”). A copy of the proposed amendment to the Trust
Agreement is attached hereto.”
General Information
The record date for determining the Company shareholders
entitled to receive notice of and to vote at the Extraordinary General Meeting remains the close of business on February 19, 2026 (the
“Record Date”). Shareholders who have previously submitted their proxies or otherwise voted and who do not want to change
their vote need not take any action. Shareholders who have not yet done so are encouraged to vote as soon as possible.
In connection with the adjournment of the Extraordinary
General Meeting to March 25, 2026, the deadline for the Company’s shareholders to exercise their right to redeem their ordinary
shares for their pro rata portion of the funds available in the Company’s trust account has been extended to March 23, 2026. Shareholders
who wish to withdraw their previously submitted redemption request may do so prior to the Extraordinary General Meeting by requesting
that the Company’s transfer agent return such shares by 5:00 p.m. Eastern Time on March 23, 2026.
Your vote is very important. Whether or not
you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying
proxy statement to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you hold your shares
in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your
bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting.
In this regard, you must provide the record holder of your shares with instructions on how to vote your shares.
Forward-Looking Statements
This Current
Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use
of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include,
but are not limited to, statements regarding the date of the Extraordinary General Meeting and redemption request deadline. These statements
are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties
that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
Additional Information and Where to Find It
On March 2, 2026, the Company filed the definitive proxy statement
with the SEC in connection with its solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY
FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other
documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or contact proxy solicitor:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and its respective directors and officers may be deemed
to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary General Meeting. Additional
information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise,
is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Proposed Amendment to Investment Management and Trust Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
UY Scuti Acquisition Corporation |
| |
|
|
| Dated: March 19, 2026 |
By: |
/s/ Jialuan Ma |
| |
Name: |
Jialuan Ma |
| |
Title: |
Chief Executive Officer |
